United Rentals (URI) 10-K risk factor changes: FY2018 vs FY2017

In connection with any investment decision with respect to our securities, you should carefully consider the following risk factors, as well as [added: the other information contained in this report and our other filings with the SEC.]

[removed: Our] [added: Our] business is cyclical in nature.

An economic slowdown or a decrease in general economic activity could cause weakness in our end markets and have adverse effects on our revenues and operating [removed: results.][added: results.]

Our general rental equipment and trench, power and [removed: pump] [added: fluid solutions] equipment are used in connection with private non-residential construction and industrial activities, which are cyclical in nature.

| • | adverse weather conditions, which may temporarily affect a particular region; [removed: or] |

| • | terrorism or hostilities involving the United [removed: States] [added: States, Canada] or [removed: Canada.] [added: Europe.] |

[removed: Our] [added: Our] significant indebtedness exposes us to various [removed: risks.][added: risks.]

At December 31, [removed: 2017,] [added: 2018,] our total indebtedness was [removed: $9.4] [added: $11.7] billion.

| • | restricting our ability to move operating cash flows to Holdings. URNA’s payment capacity is restricted under the covenants in our senior secured asset-based revolving credit facility (“ABL [added: facility”), our senior secured term loan credit facility (“term loan] facility”) and the indentures governing [removed: its] [added: URNA’s] outstanding indebtedness; |

At December 31, [removed: 2017,] [added: 2018,] we had [removed: $2.4] [added: $3.5] billion of indebtedness that bears interest at variable rates.

Our variable rate indebtedness currently represents [removed: 25] [added: 30] percent of our total indebtedness.

[removed: To] [added: To] service our indebtedness, we will require a significant amount of cash and our ability to generate cash depends on many factors beyond our [removed: control.][added: control.]

[removed: We] [added: We] may not be able to refinance our indebtedness on favorable terms, if at all.

Our inability to refinance our indebtedness could materially and adversely affect our liquidity and our ongoing results of [removed: operations.][added: operations.]

[removed: We] [added: We] may be able to incur substantially more debt and take other actions that could diminish our ability to make payments on our indebtedness when due, which could further exacerbate the risks associated with our current level of [removed: indebtedness.][added: indebtedness.]

We are not fully restricted under the terms of the indentures or [added: other] agreements governing our current indebtedness from incurring additional debt, securing existing or future debt, recapitalizing our debt or taking a number of other actions, any of which could diminish our ability to make payments on our indebtedness when due and further exacerbate the risks associated with our current level of indebtedness.

[removed: If] [added: If] we are unable to satisfy the financial and other covenants in certain of our debt agreements, our lenders could elect to terminate the agreements and require us to repay the outstanding borrowings, or we could face other substantial [removed: costs.][added: costs.]

As of December 31, [removed: 2017,] [added: 2018,] specified availability under the ABL facility exceeded the required threshold and, as a result, this financial maintenance covenant was inapplicable.

Under our accounts receivable securitization facility, we are required, among other things, to maintain certain financial tests relating to: (i) the default ratio, (ii) the delinquency ratio, (iii) the dilution ratio [added: and (iv) days sales outstanding.]

If we are unable to satisfy these or any of the other relevant [removed: covenants,] [added: covenants under] the [added: applicable agreement, the] lenders could elect to terminate the ABL [added: facility, the term loan] facility and/or the accounts receivable securitization facility and require us to repay outstanding borrowings.

In such event, unless we are able to refinance the indebtedness coming due and replace the ABL facility, [added: term loan facility,] accounts receivable securitization facility and/or the other agreements governing our debt, we would likely not have sufficient liquidity for our business needs and would be forced to adopt an alternative strategy as described above.

[removed: Restrictive] [added: Restrictive] covenants in certain of the agreements and instruments governing our indebtedness may adversely affect our financial and operational [removed: flexibility.][added: flexibility.]

In addition to financial covenants, various other covenants in the ABL facility, [added: term loan facility,] accounts receivable securitization facility and the other agreements governing our debt impose significant operating and financial restrictions on us and our restricted subsidiaries.

[removed: The] [added: The] amount of borrowings permitted under our ABL facility may fluctuate significantly, which may adversely affect our liquidity, results of operations and financial [removed: position.][added: position.]

[removed: We] [added: We] rely on available borrowings under the ABL facility and the accounts receivable securitization facility for cash to operate our business, which subjects us to market and counterparty risk, some of which is beyond our [removed: control.][added: control.]

[removed: In] addition, if certain of our lenders experience difficulties that render them unable to fund future draws on the facilities, we may not be able to access all or a portion of these funds, which could have similar adverse consequences.

[removed: Our] [added: Our] growth strategies may be unsuccessful if we are unable to identify and complete future acquisitions and successfully integrate acquired businesses or [removed: assets.][added: assets.]

We would expect to pay for any future acquisitions using cash, capital stock, [removed: notes] [added: notes, other indebtedness] and/or assumption of indebtedness.

[removed: Our] [added: Our] operating results may fluctuate, which could affect the trading value of our [removed: securities.][added: securities.]

[removed: These factors, in addition to general economic] conditions and the factors discussed above under “Cautionary Statement Regarding Forward-Looking Statements”, include, but are not limited to:

[removed: Our] [added: Our] common stock price has fluctuated significantly and may continue to do so in the [removed: future.][added: future.]

[removed: We] [added: We] cannot guarantee that we will repurchase our common stock pursuant to our share repurchase program or that our share repurchase program will enhance long-term stockholder value.

Share repurchases could also increase the volatility of the price of our common stock and could diminish our cash [removed: reserves.][added: reserves.]

In [removed: July 2015,] [added: April 2018,] our Board of Directors authorized a share repurchase program.

Under the program, we are authorized to repurchase shares of common stock for an aggregate purchase price not to exceed [removed: $1] [added: $1.25] billion, excluding fees, commissions and other ancillary expenses.

[removed: The Company had] [added: We have] completed [removed: $655] [added: $420] million of repurchases under the program as of December 31, [removed: 2017.][added: 2018.]

[added: Although our share repurchase program is intended to] enhance long-term stockholder value, there is no assurance that it will do so and short-term stock price fluctuations could reduce the program’s effectiveness.

[removed: If] [added: If] we are unable to collect on contracts with customers, our operating results would be adversely [removed: affected.][added: affected.]

[removed: If] [added: If] we are unable to obtain additional capital as required, we may be unable to fund the capital outlays required for the success of our [removed: business.][added: business.]

[removed: If] [added: If] we determine that our goodwill has become impaired, we may incur impairment charges, which would negatively impact our operating [removed: results.][added: results.]

| • | a prolonged shutdown of the U.S. government; or |

In

These factors, in addition to general economic

Also, our ability to repurchase shares of stock may be limited by restrictive covenants in our debt agreements.

Even the perception of longer-term lower oil and natural gas prices by oil and natural gas companies and related service providers can similarly

Distributions from our subsidiaries may also be limited by restrictive covenants in our debt agreements.

In

We are continuously developing and enhancing our controls, processes, and practices designed to protect our systems, computers, software, data, and networks from attack, damage, or unauthorized access.

This continued development and enhancement requires us to expend additional resources.

For example, the General Data Protection Regulation (Regulation (EU) 2016/679) (the “GDPR”), which took full effect on May 25, 2018, has caused European Union (“EU”) data protection requirements to be more stringent and provides for greater penalties.

Non-compliance with the GDPR can trigger fines of up to €20 million or 4 percent of annual worldwide revenue, whichever is higher.

Such failures could lead to lower revenues, increased costs and other material adverse effects on our results of operations.

In addition, the requirements of the GDPR may necessitate changes to our existing business practices in order to comply with the GDPR or to address the concerns of our customers or business partners relating to the GDPR.

Complying with any new regulatory requirements could force us to incur substantial expenses or require us to change our business practices in a manner that could harm our business.

If we are required to incur environmental

Sales of our used rental equipment at prices that fall significantly below our

In addition, on March 29, 2017, the United Kingdom (the “UK”) government triggered article 50 of the Treaty on European Union (“Brexit”).

This officially confirmed the UK’s intention to withdraw its membership from the EU and the start for a two year negotiation process where the UK and the EU need to agree the terms of the withdrawal and potentially give consideration to the future of the relationship between the parties.

Current uncertainty over whether the UK will ultimately leave the EU, as well as the final outcome of the negotiations between the UK and the EU, could have an adverse effect on our business and financial results.

The long-term effects of Brexit will depend on the terms negotiated between the UK and the EU, which may take years to complete may include, among other things, greater restrictions on imports and exports between the UK and EU countries, a fluctuation in currency exchange rates and additional regulatory complexity.

Our operations in the UK and Europe, as well as our North American operations, could be impacted by the global economic uncertainty caused by Brexit or the actual withdrawal by the UK from the EU.

If we are unable to manage any of these risks effectively, our business could be adversely affected.

Our operations in the EU represented an immaterial part of our business as of December 31, 2018.

| | |

| --- | --- |

the other information contained in this report and our other filings with the SEC.

and (iv) days sales outstanding.

In October 2016, we paused repurchases under the program as we evaluated a number of potential acquisition opportunities.

As discussed in note 3 to the consolidated financial statements, we completed the acquisitions of NES in April 2017 and Neff in October 2017.

In October 2017, our Board authorized the resumption of the $1 billion share repurchase program, and we intend to complete the program in 2018.

Although our share repurchase program is intended to

Any disruptions in these systems or

represented workers of various unrelated companies.

Our exposure to market risk primarily consists of (i) interest rate risk associated with our variable and fixed rate debt and (ii) foreign currency exchange rate risk associated with our [removed: Canadian] [added: foreign] operations.

[removed: Interest] [added: Interest] Rate [removed: Risk.][added: Risk.]

As of December 31, [removed: 2017,] [added: 2018,] we had an aggregate of [removed: $2.4] [added: $3.5] billion of indebtedness that bears interest at variable rates, comprised of borrowings under the [removed: ABL facility and the] [added: ABL,] accounts receivable securitization [removed: facility.][added: and term loan facilities.]

As of December 31, [removed: 2017,] [added: 2018,] based upon the amount of our variable rate debt outstanding, our annual after-tax earnings would decrease by approximately [removed: $14] [added: $26] for each one percentage point increase in the interest rates applicable to our variable rate debt.

The amount of variable rate indebtedness outstanding [removed: under the ABL facility and accounts receivable securitization facility] may fluctuate significantly.

At December 31, [removed: 2017,] [added: 2018,] we had an aggregate of [removed: $7.1] [added: $8.2] billion of indebtedness that bears interest at fixed rates.

A one percentage point decrease in market interest rates as of December 31, [removed: 2017] [added: 2018] would increase the fair value of our fixed rate indebtedness by approximately [removed: seven] [added: six] percent.

See note 12 to our consolidated financial statements for the amounts outstanding, and the interest rates thereon, as of December 31, 2018 under these facilities.

Currency Exchange Risk*.* We operate in the U.S., Canada and Europe.

As discussed in note 4 to the consolidated financial statements, in July 2018, we completed the acquisition of BakerCorp, which allowed for our entry into select European markets.

During the year ended December 31, 2018, our foreign subsidiaries accounted for $660, or 8 percent, of our total revenue of $8.047 billion, and $71, or 5 percent, of our total pretax income of $1.476 billion.

Based on the size of our foreign operations relative to the Company as a whole, we do not believe that a 10 percent change in exchange rates would have a material impact on our earnings.

See "Liquidity and Capital Resources" above for the amounts outstanding, and the interest rates thereon, as of December 31, 2017 under the ABL facility and the accounts receivable securitization facility.

Currency Exchange Risk.

The functional currency for our Canadian operations is the Canadian dollar.

As a result, our future earnings could be affected by fluctuations in the exchange rate between the U.S. and Canadian dollars.

Based upon the level of our Canadian operations during 2017 relative to the Company as a whole, a 10 percent change in this exchange rate would cause our annual after-tax earnings to change by approximately $6.

United Rentals is the largest equipment rental company in the world, and operates throughout the United States and [removed: Canada.][added: Canada, and has a limited presence in Europe.]

The table below presents key information about our business as of and for the years ended December 31, [removed: 2017] [added: 2018] and [removed: 2016.][added: 2017.]

As discussed in note [removed: 3] [added: 4] to the consolidated financial statements, we completed the acquisitions of NES Rentals Holdings II, Inc. [removed: (“NES”) and] [added: (“NES”),] Neff Corporation [removed: ("Neff")] [added: ("Neff"), BakerCorp International Holdings, Inc. (“BakerCorp”) and Vander Holding Corporation and its subsidiaries ("BlueLine")] in April [removed: 2017 and] [added: 2017,] October 2017, [added: July 2018 and October 2018,] respectively.

[removed: NES and Neff subsequent to their acquisition] dates are reflected in the table below.

| [removed: PERFORMANCE MEASURES] [added: PERFORMANCE MEASURES] | | | |

| Total revenues (in millions) | [removed: $6,641] [added: $8,047] | | [removed: $5,762] [added: $6,641] |

| Year-over-year [removed: decrease] [added: increase (decrease)] in rental rates | [removed: (0.2)%] [added: 2.2%] | | [removed: (2.2)%] [added: (0.2)%] |

| Year-over-year increase in the volume of equipment on rent | [removed: 18.2%] [added: 18.8%] | | [removed: 3.1%] [added: 18.2%] |

| Time utilization | [removed: 69.5%] [added: 68.6%] | | [removed: 67.9%] [added: 69.5%] |

| Key account percent of equipment rental revenue | [removed: 69%] [added: 71%] | | [removed: 70%] [added: 69%] |

| National account percent of equipment rental revenue | [removed: 43%] [added: 44%] | | [removed: 45%] [added: 43%] |

| [removed: FLEET] [added: FLEET] | | | |

| Fleet original equipment cost (“OEC”) (in billions) | [removed: $11.51] [added: $14.18] | | [removed: $8.99] [added: $11.51] |

| Equipment classes | [removed: 3,400] [added: 3,800] | | [removed: 3,200] [added: 3,400] |

| Equipment units | [removed: 520,000] [added: 660,000] | | [removed: 440,000] [added: 520,000] |

| Fleet age in months | [removed: 47.0] [added: 47.9] | | [removed: 45.2] [added: 47.0] |

| Percent of fleet that is current on manufacturer's recommended maintenance | [removed: 86%] [added: 82%] | | [removed: 90%] [added: 86%] |

| General construction and industrial equipment | [removed: 43%] [added: 44%] | | 43% |

| Aerial work platforms | [removed: 32%] [added: 28%] | | 32% |

| General tools and light equipment | [removed: 7%] [added: 8%] | | [removed: 8%] [added: 7%] |

| Power and HVAC (heating, ventilating and air conditioning) equipment | [removed: 7%] [added: 8%] | | 7% |

| [removed: LOCATIONS/PERSONNEL] [added: LOCATIONS/PERSONNEL] | | | |

| Rental locations | [removed: 997] [added: 1,197] | | [removed: 887] [added: 997] |

| Approximate number of districts per region | 6-10 | | [removed: 7-9] [added: 6-10] |

| Total employees | [removed: 14,800] [added: 18,500] | | [removed: 12,500] [added: 14,800] |

| [removed: INDUSTRY] [added: INDUSTRY] | | | |

| Estimated [added: North American] market share (1) | [removed: 11.4%] [added: 13.3%] | | [removed: 9.7%] [added: 11.4%] |

| Estimated North American equipment rental industry revenue growth | [removed: 4.2%] [added: 7.4%] | | [removed: 3.9%] [added: 4.2%] |

| United Rentals equipment rental revenue increase [removed: (decrease)] | [removed: 15.7%] [added: 21.4%] | | [removed: (0.2)%] [added: 15.7%] |

| [removed: 2018] [added: 2019] projected North American industry equipment rental revenue growth | [removed: 4.4%] [added: 5.9%] | | \- |

| [removed: CUSTOMERS/SUPPLIERS] [added: CUSTOMERS/SUPPLIERS] | | | |

| Top 10 customers percent of total revenues | 5% | | [removed: 6%] [added: 5%] |

| Largest supplier percent of capital expenditures | [removed: 18%] [added: 15%] | | [removed: 22%] [added: 18%] |

| Top 10 supplier percent of capital expenditures | [removed: 57%] [added: 53%] | | [removed: 62%] [added: 57%] |

(1) As discussed above, we completed the acquisitions of [removed: NES] [added: BakerCorp] and [removed: Neff] [added: BlueLine] in [removed: April 2017] [added: July 2018] and October [removed: 2017,] [added: 2018,] respectively.

Estimated market share as of December 31, [removed: 2016] [added: 2017] does not include [removed: NES] [added: BakerCorp] and [removed: Neff] [added: BlueLine] because we had not acquired them as of December 31, [removed: 2016.][added: 2017.]

If the standalone, pre-acquisition revenues of [removed: NES] [added: BakerCorp] and [removed: Neff] [added: BlueLine] were included for the year ended December 31, [removed: 2016,] [added: 2017,] estimated market share as of December 31, [removed: 2016] [added: 2017] would have been [removed: 11.0] [added: 12.9] percent.

[removed: Strategy][added: Strategy]

In [removed: 2018,] [added: 2019,] we expect to continue our disciplined focus on increasing our profitability and return on invested capital.

| • | [removed: A] [added: *A] consistently superior standard of service to [removed: customers,] [added: customers*,] often provided through a single point of contact; |

The results of NES, Neff, BakerCorp and BlueLine subsequent to their acquisition

| | 2018 | | 2017 |

| Fluid solutions equipment | 6% | | 5% |

Estimated market share as of December 31, 2018 includes the standalone, pre-acquisition revenues of BakerCorp and BlueLine.

As discussed in note 4 to the consolidated financial statements, in July 2018, we completed the acquisition of BakerCorp, which allowed for our entry into select European markets (the acquisition added 11 European locations in France, Germany, the United Kingdom and the Netherlands to our branch network).

Operating Efficiencies.

We have 1,197 rental locations in the U.S., Canada and Europe.

The recently completed BakerCorp acquisition added 11 European locations in France, Germany, the United Kingdom and the Netherlands to our branch network.

The trench, power and fluid solutions segment’s customers include construction

Equipment Rental.

Sales Force.

Advertising.

As discussed above, we completed the acquisitions of BakerCorp and BlueLine in July 2018 and October 2018, respectively.

The results of

| | 2017 | | 2016 |

| Pumps | 5% | | 4% |

Operating Efficiencies.

This back-up facility also allows us to perform

Employee Training Programs.

Equipment Rental.

Sales of Rental Equipment.

Sales Force.

Our customers can also use our UR Control® application to actively manage their rental process and access real-time reports on their business activity with us.

This software can be

Advertising.

[removed: UNITED STATES][added: UNITED STATES]

[removed: SECURITIES] [added: SECURITIES] AND EXCHANGE [removed: COMMISSION][added: COMMISSION]

[removed: WASHINGTON,] [added: WASHINGTON,] D.C. [removed: 20549][added: 20549]

[removed: FORM 10-K][added: FORM 10-K]

[removed: ANNUAL] [added: ANNUAL] REPORT PURSUANT TO SECTION 13 OR 15(d) [removed: OF][added: OF]

[removed: THE] [added: THE] SECURITIES EXCHANGE ACT OF [removed: 1934][added: 1934]

[removed: FOR] [added: FOR] THE FISCAL YEAR [removed: ENDED DECEMBER] [added: ENDED DECEMBER] 31, [removed: 2017][added: 2018]

[removed: Commission] [added: Commission] File Number [removed: 1-14387][added: 1-14387]

[removed: United] [added: United] Rentals, [removed: Inc.][added: Inc.]

[removed: Commission] [added: Commission] File Number [removed: 1-13663][added: 1-13663]

[removed: United] [added: United] Rentals (North America), [removed: Inc.][added: Inc.]

[removed: (Exact] [added: (Exact] Names of Registrants as Specified in Their [removed: Charters)][added: Charters)]

| [removed: Delaware Delaware] [added: Delaware Delaware] | [removed: 06-1522496 86-0933835] [added: 06-1522496 86-0933835] |

| [removed: (States] [added: (States] of [removed: Incorporation)] [added: Incorporation)] | [removed: (I.R.S.] [added: (I.R.S.] Employer Identification [removed: Nos.)] [added: Nos.)] |

| [removed: 100] [added: 100] First Stamford Place, Suite [removed: 700, Stamford, Connecticut] [added: 700, Stamford, Connecticut] | [removed: 06902] [added: 06902] |

| [removed: (Address] [added: (Address] of Principal Executive [removed: Offices)] [added: Offices)] | [removed: (Zip Code)] [added: (Zip Code)] |

[removed: Registrants’] [added: Registrants’] Telephone Number, Including Area Code: (203) [removed: 622-3131][added: 622-3131]

[removed: Securities] [added: Securities] registered pursuant to Section 12(b) of the [removed: Act:][added: Act:]

| [removed: Title] [added: Title] of Each [removed: Class] [added: Class] | [removed: Name] [added: Name] of Each Exchange [removed: on Which Registered] [added: on Which Registered] |

[removed: Securities] [added: Securities] registered pursuant to Section 12(g) of the Act: [removed: None][added: None]

As of June 30, [removed: 2017] [added: 2018] there were [removed: 84,538,835] [added: 82,895,244] shares of United Rentals, Inc. common stock outstanding.

The aggregate market value of common stock held by non-affiliates (defined as other than directors, executive officers and 10 percent beneficial owners) at June 30, [removed: 2017] [added: 2018] was approximately [removed: $9.49] [added: $10.80] billion, calculated by using the closing price of the common stock on such date on the New York Stock Exchange of [removed: $112.71.][added: $147.62.]

As of January [removed: 22, 2018,] [added: 21, 2019,] there were [removed: 84,427,665] [added: 79,591,082] shares of United Rentals, Inc. common stock outstanding.

Documents incorporated by reference: Portions of United Rentals, Inc.’s Proxy Statement related to the [removed: 2018] [added: 2019] Annual Meeting of Stockholders, which is expected to be filed with the Securities and Exchange Commission on or before March [removed: 27, 2018,] [added: 26, 2019,] are incorporated by reference into Part III of this annual report.

[removed: FORM] [added: FORM] 10-K REPORT [removed: INDEX][added: INDEX]

| [removed: 10-K] [added: 10-K] Part and Item [removed: No.] [added: No.] | | [removed: Page No.] [added: Page No.] |

| [removed: PART I] [added: PART I] | | |

| Item 1 | [removed: [Business](#sE54A31242D265ABABF8F1704247CD515)] [added: [Business](#s5FAE810691F459DBB6AF4650FA386F5C)] | [removed: [1](#sE54A31242D265ABABF8F1704247CD515)] [added: [1](#s5FAE810691F459DBB6AF4650FA386F5C)] |

| Item 1A | [Risk [removed: Factors](#s9A442A1FCEB75DC4B2CFA47304171300)] [added: Factors](#sEBF00826268A5AB882A525A1D6AD4652)] | [removed: [7](#s9A442A1FCEB75DC4B2CFA47304171300)] [added: [8](#sEBF00826268A5AB882A525A1D6AD4652)] |

| Item 1B | [Unresolved Staff [removed: Comments](#sE793ABD55C90535E8AC6CEBBB77DBA29)] [added: Comments](#s995B625BF7835BA1A50C5691544955B8)] | [removed: [18](#sE793ABD55C90535E8AC6CEBBB77DBA29)] [added: [19](#s995B625BF7835BA1A50C5691544955B8)] |

| Item 2 | [removed: [Properties](#s51CCEC1F72EB5B64BB42A9C98A044740)] [added: [Properties](#s8844180DAAB85A66BAECD9DBC0DA0A38)] | [removed: [18](#s51CCEC1F72EB5B64BB42A9C98A044740)] [added: [19](#s8844180DAAB85A66BAECD9DBC0DA0A38)] |

| Item 3 | [Legal [removed: Proceedings](#s6BD2DD0CFA5757AD8007C806798BC147)] [added: Proceedings](#s7B0879CE72045B328F5170EC90B1EC7D)] | [removed: [19](#s6BD2DD0CFA5757AD8007C806798BC147)] [added: [20](#s7B0879CE72045B328F5170EC90B1EC7D)] |

| Item 4 | [(Removed and [removed: Reserved)](#s5BA4B608E86957B3A3EBE7BD6D0CB0C6)] [added: Reserved)](#s137AC0EB1C0F51528C7004686ACA2C6F)] | [removed: [19](#s5BA4B608E86957B3A3EBE7BD6D0CB0C6)] [added: [20](#s137AC0EB1C0F51528C7004686ACA2C6F)] |

| [removed: PART II] [added: PART II] | | |

| Item 5 | [Market for the Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#s8EA54E342E465A74A0121B565DFFC5E2)] [added: Securities](#s20B1A35ED9DB5D06999F70E4C6B6A284)] | [removed: [19](#s8EA54E342E465A74A0121B565DFFC5E2)] [added: [20](#s20B1A35ED9DB5D06999F70E4C6B6A284)] |

| Item 6 | [Selected Financial [removed: Data](#s827BFB847EED5EC083F691E787D38ACC)] [added: Data](#sB34C9C5BCED35BC58872149A5AE7C60A)] | [removed: [21](#s827BFB847EED5EC083F691E787D38ACC)] [added: [21](#sB34C9C5BCED35BC58872149A5AE7C60A)] |

| Item 7 | [Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#sD1C636564119541D8F0304B21BF09B67)] [added: Operations](#s0E4CF298D4E5557C977EFD6F36541AB1)] | [removed: [22](#sD1C636564119541D8F0304B21BF09B67)] [added: [22](#s0E4CF298D4E5557C977EFD6F36541AB1)] |

| Item 7A | [Quantitative and Qualitative Disclosures About Market [removed: Risk](#s6D662CC94ECB5DF3A17C473D9CAF0400)] [added: Risk](#s8E1C3EF101FF5112AD5A76FC3C310F3C)] | [removed: [39](#s6D662CC94ECB5DF3A17C473D9CAF0400)] [added: [40](#s8E1C3EF101FF5112AD5A76FC3C310F3C)] |

| Item 8 | [Financial Statements and Supplementary [removed: Data](#sE786FE2CD315571084D09BA47A1FBAF5)] [added: Data](#sCFB34A438AA1565E8C5CBC6F99B46715)] | [removed: [40](#sE786FE2CD315571084D09BA47A1FBAF5)] [added: [41](#sCFB34A438AA1565E8C5CBC6F99B46715)] |

| Item 9 | [Changes in and Disagreements with Accountants on Accounting and Financial [removed: Disclosure](#s0D2B149497165B6CB8FFBE017A284B12)] [added: Disclosure](#s170214C77B5351B69B4C3B678F21C089)] | [removed: [88](#s0D2B149497165B6CB8FFBE017A284B12)] [added: [93](#s170214C77B5351B69B4C3B678F21C089)] |

10-K 1 uri-2017123110k.htm 10-K

As of January 1, [removed: 2018,] [added: 2019,] we operated [removed: 997] [added: 1,197] rental locations.

[removed: 874] [added: 1,038] of these locations are in the United [removed: States] [added: States, 148 are in Canada] and [removed: 123] [added: 11] are in [removed: Canada.][added: Europe.]

The number of locations in each [removed: state or] [added: state, territory,] province [added: or country] is shown in the table below, as [removed: well as] [added: is] the number of locations that are in our general rentals (GR) and trench, power and [removed: pump (TPP)] [added: fluid solutions (TPF)] segments.

| | [removed: United States] | | [added: United States] | | |

| ● | California (GR [removed: 65, TPP 21)] [added: 83, TPF 26)] | ● | Minnesota (GR [removed: 9, TPP] [added: 10, TPF] 3) | ● | Rhode Island (GR [removed: 2)] [added: 1)] |

| ● | Colorado (GR [removed: 12, TPP 3)] [added: 14, TPF 4)] | ● | Mississippi (GR [removed: 12)] [added: 14)] | ● | South Carolina (GR [removed: 17, TPP 4)] [added: 20, TPF 5)] |

| ● | Connecticut (GR 6, [removed: TPP] [added: TPF] 2) | ● | Missouri (GR [removed: 12, TPP 4)] [added: 15, TPF 5)] | ● | South Dakota (GR 2) |

| ● | Delaware (GR 2, [removed: TPP] [added: TPF] 1) | ● | Montana (GR 1) | ● | Tennessee (GR [removed: 20, TPP 6)] [added: 22, TPF 8)] |

| ● | Florida (GR [removed: 41, TPP 14)] [added: 46, TPF 16)] | ● | Nebraska (GR 2, [removed: TPP] [added: TPF] 1) | ● | Texas (GR [removed: 106, TPP 27)] [added: 131, TPF 37)] |

| ● | Georgia (GR [removed: 32, TPP 5)] [added: 35, TPF 7)] | ● | Nevada (GR [removed: 5, TPP] [added: 6, TPF] 3) | ● | Utah (GR [removed: 3, TPP] [added: 4, TPF] 3) |

| ● | Idaho (GR 2) | ● | New Hampshire (GR 1, [removed: TPP] [added: TPF] 1) | ● | Vermont (GR 2) |

| ● | Illinois (GR 14, [removed: TPP 3)] [added: TPF 5)] | ● | New Jersey (GR [removed: 9, TPP 4)] [added: 11, TPF 6)] | ● | Virginia (GR [removed: 19, TPP] [added: 22, TPF] 6) |

| ● | Indiana (GR [removed: 6, TPP] [added: 5, TPF] 1) | ● | New Mexico (GR [removed: 8)] [added: 9)] | ● | Washington (GR [removed: 18, TPP 6)] [added: 20, TPF 7)] |

| ● | Iowa (GR 9, [removed: TPP 1)] [added: TPF 2)] | ● | New York (GR [removed: 23)] [added: 22, TPF 1)] | ● | West Virginia (GR [removed: 5)] [added: 5, TPF 1)] |

| ● | Kansas (GR [removed: 12)] [added: 12, TPF 1)] | ● | North Carolina (GR [removed: 26, TPP 6)] [added: 29, TPF 7)] | ● | Wisconsin (GR [removed: 9, TPP] [added: 8, TPF] 1) |

| ● | Kentucky (GR [removed: 10)] [added: 9)] | ● | North Dakota (GR [removed: 5, TPP 2)] [added: 5)] | ● | Wyoming (GR [removed: 4)] [added: 6)] |

| | [removed: Canada] [added: Canada] | | [added: Europe] | | |

| ● | British Columbia (GR [removed: 17, TPP 4)] [added: 23, TPF 5)] | [added: ●] | [added: Germany (TPF 4)] | | |

| ● | Nova Scotia (GR [removed: 4)] [added: 4, TPF 1)] | | | | |

We own [removed: 116] [added: 119] of our branch locations and lease the other branch locations.

We have a fleet of approximately [removed: 9,300] [added: 11,900] vehicles.

Approximately [removed: 43] [added: 36] percent of this fleet is leased and the balance is owned.

Additionally, we maintain other corporate facilities, including in Shelton, Connecticut, where we occupy approximately 12,000 square feet under a lease that expires in 2021, and in Scottsdale, Arizona, where we occupy approximately 20,000 square feet under a lease that expires in [removed: 2018.][added: 2023.]

| ● | Alabama (GR 24, TPF 7) | ● | Maine (GR 4) | ● | Oklahoma (GR 29, TPF 5) |

| ● | Alaska (GR 2) | ● | Maryland (GR 14, TPF 5) | ● | Oregon (GR 10, TPF 4) |

| ● | Arizona (GR 18, TPF 4) | ● | Massachusetts (GR 13, TPF 3) | ● | Pennsylvania (GR 20, TPF 7) |

| ● | Arkansas (GR 16, TPF 1) | ● | Michigan (GR 8, TPF 3) | ● | Puerto Rico (GR 2) |

| ● | Louisiana (GR 36, TPF 14) | ● | Ohio (GR 15, TPF 9) | | |

| ● | Alberta (GR 29, TPF 10) | ● | France (TPF 4) | | |

| ● | Manitoba (GR 5) | ● | Netherlands (TPF 1) | | |

| ● | New Brunswick (GR 6, TPF 1) | ● | United Kingdom (TPF 2) | | |

| ● | Ontario (GR 31, TPF 6) | | | | |

| ● | Quebec (GR 7, TPF 3) | | | | |

| ● | Saskatchewan (GR 7, TPF 3) | | | | |

| ● | Alabama (GR 22, TPP 5) | ● | Maine (GR 4) | ● | Ohio (GR 15, TPP 4) |

| ● | Alaska (GR 2) | ● | Maryland (GR 11, TPP 4) | ● | Oklahoma (GR 20, TPP 4) |

| ● | Arizona (GR 14, TPP 2) | ● | Massachusetts (GR 9, TPP 3) | ● | Oregon (GR 10, TPP 2) |

| ● | Arkansas (GR 11, TPP 1) | ● | Michigan (GR 7, TPP 2) | ● | Pennsylvania (GR 14, TPP 5) |

| ● | Louisiana (GR 34, TPP 10) | | | | |

| ● | Alberta (GR 24, TPP 9) | | | | |

| ● | Manitoba (GR 4) | | | | |

| ● | New Brunswick (GR 6, TPP 1) | | | | |

| ● | Ontario (GR 23, TPP 5) | | | | |

| ● | Quebec (GR 7, TPP 2) | | | | |

| ● | Saskatchewan (GR 7, TPP 3) | | | | |

[removed: PART II][added: PART II]

[added: Holdings’ common stock trades on the New York Stock Exchange under the symbol “URI.”] As of January 1, [removed: 2018,] [added: 2019,] there were [removed: 69] [added: 64] holders of record of our common stock.

[removed: Purchases] [added: Purchases] of Equity Securities by the [removed: Issuer][added: Issuer]

The following table provides information about acquisitions of Holdings’ common stock by Holdings during the fourth quarter of [removed: 2017:][added: 2018:]

| [removed: Period] [added: Period] | [removed: Total] [added: Total] Number [removed: of Shares Purchased] [added: of Shares Purchased] | | | [removed: Average Price Paid] [added: Average Price Paid] Per [removed: Share] [added: Share] | | | | [removed: Total] [added: Total] Number of Shares Purchased as Part of Publicly Announced Plans or Programs [removed: (2)] [added: (2)] | | | [removed: Maximum] [added: Maximum] Dollar Amount of Shares That May Yet Be Purchased Under the Program [removed: (2)] [added: (2)] | | |

| (1) | In October [removed: 2017,] [added: 2018,] November [removed: 2017] [added: 2018] and December [removed: 2017, 1,042, 5,831] [added: 2018, 1,163, 1,103] and [removed: 7,911] [added: 9,193] shares, respectively, were withheld by Holdings to satisfy tax withholding obligations upon the vesting of restricted stock unit awards. These shares were not acquired pursuant to any repurchase plan or program. |

[removed: Equity] [added: Equity] Compensation [removed: Plans][added: Plans]

Market Information

| October 1, 2018 to October 31, 2018 | 1,308,811 | | (1) | $ | 129.98 | | | 1,307,648 | | | — | | |

| November 1, 2018 to November 30, 2018 | 1,103 | | (1) | $ | 121.53 | | | — | | | — | | |

| December 1, 2018 to December 31, 2018 | 398,390 | | (1) | $ | 103.00 | | | 389,197 | | | — | | |

| Total | 1,708,304 | | | $ | 123.68 | | | 1,696,845 | | | $ | 830,071,148 | |

| (2) | On April 17, 2018, our Board authorized a $1.25 billion share repurchase program which commenced in July 2018. The program was temporarily paused in November 2018 following the completion of the BlueLine acquisition discussed in note 4 to the consolidated financial statements. We intend to complete the program in 2019. |

Price Range of Common Stock

Holdings’ common stock trades on the New York Stock Exchange under the symbol “URI.” The following table sets forth, for the periods indicated, the intra-day high and low sale prices for our common stock, as reported by the New York Stock Exchange.

| | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | | | | | | | |

| | | High | | | | Low | | |

| 2017: | | | | | | | | |

| First Quarter | | $ | 134.28 | | | $ | 105.33 | |

| Second Quarter | | 126.77 | | | | 100.62 | | |

| Third Quarter | | 139.98 | | | | 106.52 | | |

| Fourth Quarter | | 174.40 | | | | 136.84 | | |

| 2016: | | | | | | | | |

| First Quarter | | $ | 71.51 | | | $ | 41.90 | |

| Second Quarter | | 76.04 | | | | 56.01 | | |

| Third Quarter | | 84.63 | | | | 61.92 | | |

| Fourth Quarter | | 109.90 | | | | 70.58 | | |

Dividend Policy

Holdings has not paid dividends on its common stock since inception.

The payment of any future dividends or the authorization of stock repurchases or other recapitalizations will be determined by our Board of Directors in light of conditions then existing, including earnings, financial condition and capital requirements, financing agreements, business conditions, stock price and other factors.

The terms of certain agreements governing our outstanding indebtedness contain certain limitations on our ability to move operating cash flows to Holdings and/or to pay dividends on, or effect repurchases of, our common stock.

In addition, under Delaware law, dividends may only be paid out of surplus or current or prior year’s net profits.

| October 1, 2017 to October 31, 2017 | 1,042 | | (1) | $ | 137.62 | | | — | | | — | | |

| November 1, 2017 to November 30, 2017 | 5,831 | | (1) | $ | 145.23 | | | — | | | — | | |

| December 1, 2017 to December 31, 2017 | 175,471 | | (1) | $ | 168.39 | | | 167,560 | | | — | | |

| Total | 182,344 | | | $ | 167.48 | | | 167,560 | | | $ | 344,701,141 | |

| (2) | On July 21, 2015, our Board authorized a $1 billion share repurchase program. In October 2016, we paused repurchases under the program as we evaluated potential acquisition opportunities. As discussed in note 3 to the consolidated financial statements, we completed the acquisitions of NES in April 2017 and Neff in October 2017. In October 2017, our Board authorized the resumption of the share repurchase program, and we intend to complete the program in 2018. |

The following selected financial data reflects the results of operations and balance sheet data as of and for the years ended December 31, [removed: 2013] [added: 2014] to [removed: 2017.][added: 2018.]

| • | In April 2017, we completed the acquisition of NES Rentals Holdings II, Inc. (“NES”). NES had annual revenues of approximately $369; [removed: and] |

| • | In October 2017, we completed the acquisition of Neff Corporation ("Neff"). Neff had annual revenues of approximately [removed: $413.] [added: $413;] |

See note [removed: 3] [added: 4] to the consolidated financial statements for additional detail on the [removed: NES] [added: NES, Neff, BakerCorp] and [removed: Neff] [added: BlueLine] acquisitions.

| | [removed: Year] [added: Year] Ended December [removed: 31,] [added: 31,] | | | | | | | | | | | | | | | | | | |

| [removed: 2017] [added: 2018] | | | | [removed: 2016] [added: 2017] | | | | [removed: 2015] [added: 2016] | | | | [removed: 2014] [added: 2015] | | | | [removed: 2013] [added: 2014] | | | |

| [removed: (in] [added: (in] millions, except per share [removed: data)] [added: data)] | | | | | | | | | | | | | | | | | | | |

| [removed: Income] [added: Income] statement [removed: data:] [added: data:] | | | | | | | | | | | | | | | | | | | |

| Total revenues | $ | [removed: 6,641] [added: 8,047] | | | $ | [removed: 5,762] [added: 6,641] | | | $ | [removed: 5,817] [added: 5,762] | | | $ | [removed: 5,685] [added: 5,817] | | | $ | [removed: 4,955] [added: 5,685] | |

| Total cost of revenues | [removed: 3,872] [added: 4,683] | | | | [removed: 3,359] [added: 3,872] | | | | [removed: 3,337] [added: 3,359] | | | | [removed: 3,253] [added: 3,337] | | | | [removed: 2,968] [added: 3,253] | | |

| Gross profit | [removed: 2,769] [added: 3,364] | | | | [removed: 2,403] [added: 2,769] | | | | [removed: 2,480] [added: 2,403] | | | | [removed: 2,432] [added: 2,480] | | | | [removed: 1,987] [added: 2,432] | | |

| Selling, general and administrative expenses | [removed: 903] [added: 1,038] | | | | [removed: 719] [added: 903] | | | | [removed: 714] [added: 719] | | | | [removed: 758] [added: 714] | | | | [removed: 642] [added: 758] | | |

| Merger related costs | [added: 36 | | | |] 50 | | | | — | | | | (26 | | ) | | 11 | | | [removed: | 9 | | |]

| Restructuring charge | [added: 31 | | | |] 50 | | | | 14 | | | | 6 | | | | (1 | | ) | [removed: | 12 | | |]

| Non-rental depreciation and amortization | [removed: 259] [added: 308] | | | | [removed: 255] [added: 259] | | | | [removed: 268] [added: 255] | | | | [removed: 273] [added: 268] | | | | [removed: 246] [added: 273] | | |

| Operating income | [removed: 1,507] [added: 1,951] | | | | [removed: 1,415] [added: 1,507] | | | | [removed: 1,518] [added: 1,415] | | | | [removed: 1,391] [added: 1,518] | | | | [removed: 1,078] [added: 1,391] | | |

| Interest expense, net | [removed: 464] [added: 481] | | | | [removed: 511] [added: 464] | | | | [removed: 567] [added: 511] | | | | [removed: 555] [added: 567] | | | | [removed: 475] [added: 555] | | |

| Other income, net | [removed: (5] [added: (6] | | ) | | (5 | | ) | | [removed: (12] [added: (5] | | ) | | [removed: (14] [added: (12] | | ) | | [removed: (5] [added: (14] | | ) |

| Income before [removed: (benefit)] provision [added: (benefit)] for income taxes | [removed: 1,048] [added: 1,476] | | | | [removed: 909] [added: 1,048] | | | | [removed: 963] [added: 909] | | | | [removed: 850] [added: 963] | | | | [removed: 605] [added: 850] | | |

| [removed: (Benefit) provision] [added: Provision (benefit)] for income taxes (1) | [added: 380 | | | |] (298 | | ) | | 343 | | | | 378 | | | | 310 | | | [removed: | 218 | | |]

| Net income (1) | [removed: 1,346] [added: 1,096] | | | | [removed: 566] [added: 1,346] | | | | [removed: 585] [added: 566] | | | | [removed: 540] [added: 585] | | | | [removed: 387] [added: 540] | | |

| Basic earnings per share (1) | $ | [removed: 15.91] [added: 13.26] | | | $ | [removed: 6.49] [added: 15.91] | | | $ | [removed: 6.14] [added: 6.49] | | | $ | [removed: 5.54] [added: 6.14] | | | $ | [removed: 4.14] [added: 5.54] | |

| Diluted earnings per share (1) | $ | [removed: 15.73] [added: 13.12] | | | $ | [removed: 6.45] [added: 15.73] | | | $ | [removed: 6.07] [added: 6.45] | | | $ | [removed: 5.15] [added: 6.07] | | | $ | [removed: 3.64] [added: 5.15] | |

(1)2017 includes the significant impact of the enactment of the Tax Cuts and Jobs Act [added: (the "Tax Act")] discussed further in note 13 to the consolidated financial statements.

| | [removed: December 31,] [added: December 31,] | | | | | | | | | | | | | | | | | | |

| | [removed: 2017] [added: 2018] | | | | [removed: 2016] [added: 2017] | | | | [removed: 2015] [added: 2016] | | | | [removed: 2014] [added: 2015] | | | | [removed: 2013] [added: 2014] | | |

| | [removed: (in millions)] [added: (in millions)] | | | | | | | | | | | | | | | | | | |

| [removed: Balance] [added: Balance] sheet [removed: data:] [added: data:] | | | | | | | | | | | | | | | | | | | |

| Total assets | $ | [removed: 15,030] [added: 18,133] | | | $ | [removed: 11,988] [added: 15,030] | | | $ | [removed: 12,083] [added: 11,988] | | | $ | [removed: 12,129] [added: 12,083] | | | $ | [removed: 10,876] [added: 12,129] | |

| Total debt | [removed: 9,440] [added: 11,747] | | | | [removed: 7,790] [added: 9,440] | | | | [removed: 8,162] [added: 7,790] | | | | [removed: 7,962] [added: 8,162] | | | | [removed: 7,078] [added: 7,962] | | |

| Stockholders’ equity | [removed: 3,106] [added: 3,403] | | | | [removed: 1,648] [added: 3,106] | | | | [removed: 1,476] [added: 1,648] | | | | [removed: 1,796] [added: 1,476] | | | | [removed: 1,828] [added: 1,796] | | |

[removed: Executive Overview][added: Executive Overview]

Our customer service network consists of [removed: 997] [added: 1,197] rental locations in the [removed: United States and] [added: U.S.,] Canada [added: and Europe,] as well as centralized call centers and online capabilities.

These include a fleet of rental equipment with a total original equipment cost (“OEC”), based on the initial consideration paid, of [removed: $11.5] [added: $14.2] billion, and a [removed: national] [added: North American] branch network that operates in 49 U.S. states and every Canadian province, and serves 99 of the 100 largest metropolitan areas in the [removed: United States.][added: U.S. In addition, our size gives us greater purchasing power, the ability to provide customers with a broader range of equipment and services, the ability to provide customers with equipment that is more consistently well-maintained and therefore more productive and reliable, and the ability to enhance the earning potential of our assets by transferring equipment among branches to satisfy customer needs.]

We offer approximately [removed: 3,400] [added: 3,800] classes of equipment for rent to construction and industrial companies, manufacturers, utilities, municipalities, homeowners, government entities and other customers.

In [removed: 2017,] [added: 2018,] equipment rental revenues represented 86 percent of our total revenues.

In [removed: 2018,] [added: 2019,] we expect to continue our disciplined focus on increasing our profitability and return on invested capital.

| • | [removed: A] [added: *A] consistently superior standard of service to [removed: customers,] [added: customers*,] often provided through a single point of contact; |

| • | [removed: The] [added: *The] further optimization of our customer mix and fleet [removed: mix,] [added: mix,*] with a dual objective: to enhance our performance in serving our current customer base, and to focus on the accounts and customer types that are best suited to our strategy for profitable growth. We believe these efforts will lead to even better service of our target accounts, primarily large construction and industrial customers, as well as select local contractors. Our fleet team's analyses are aligned with these objectives to identify trends in equipment categories and define action plans that can generate improved returns; |

| • | [removed: A] [added: *A] continued focus on “Lean” management techniques, including kaizen processes focused on continuous [removed: improvement.] [added: improvement*.] We continue to implement Lean kaizen processes across our branch network, with the objectives of: reducing the cycle time associated with renting our equipment to customers; improving invoice accuracy and service quality; reducing the elapsed time for equipment pickup and delivery; and improving the effectiveness and efficiency of our repair and maintenance [removed: operations. We achieved the anticipated run rate savings from the Lean initiatives, including those included in the Project XL work streams discussed below, in 2017 and 2016, and expect to continue to generate savings from these initiatives;] [added: operations;] |

| • | In July 2018, we completed the acquisition of BakerCorp International Holdings, Inc. (“BakerCorp”). BakerCorp had annual revenues of approximately $295; and |

| • | In October 2018, we completed the acquisition of Vander Holding Corporation and its subsidiaries (“BlueLine”). BlueLine had annual revenues of approximately $786. |

2018 reflects a lower effective tax rate than the years prior to the enactment of the Tax Act.

The Tax Act reduced the U.S. federal statutory tax rate from 35 percent to 21 percent.

With the recently completed acquisition of BakerCorp discussed in note 4 to the consolidated financial statements, which added 11 European locations in France, Germany, the United Kingdom and the Netherlands to our branch network, we entered into select European markets.

2018, respectively.

| • | Issued $250 principal amount of 5 7/8 percent Senior Notes due 2026, as an add-on to our existing 5 7/8 percent Senior Notes due 2026; |

| • | Entered into a $1 billion term loan facility; |

Net income.

The Tax Act reduced the U.S. federal statutory tax rate from 35 percent to 21 percent, which contributed an estimated $2.36 to diluted earnings per share for the year ended December 31, 2018.

The reduction in the tax rate for 2018 reflects the enactment of the Tax Act.

| Gain on insurance proceeds from damaged equipment | 22 | | | | 21 | | | | 12 | | |

As discussed above, we completed the acquisitions of NES, Neff, BakerCorp and BlueLine in April 2017, October 2017, July 2018 and October 2018, respectively, and EBITDA and adjusted EBITDA for 2018 include the impact of these acquisitions.

The increase in the EBITDA margin primarily reflects i) a decrease in selling, general and administrative ("SG&A") expense as a percentage of revenue primarily due to a reduction in salaries and bonuses as a percentage of revenue and ii) reduced merger related costs and restructuring charges.

The increase in the adjusted EBITDA margin primarily reflects a decrease in SG&A expense as a percentage of revenue primarily due to a reduction in salaries and bonuses as a percentage of revenue.

| Time utilization (2) | 68.4 | | % | | 68.2 | | % | | | | | | 20 bps | | |

2018 total revenues of $8.0 billion increased 21.2 percent compared with 2017.

On a pro forma basis including the standalone, pre-acquisition results of NES, Neff, BakerCorp and BlueLine, 2018 total revenues increased 10.7 percent.

The revenue increase primarily reflects i) a 21.4 percent increase in equipment rental revenue, primarily due to an 18.8 percent increase in the volume of OEC on rent, which includes the impact of the NES, Neff, BakerCorp and BlueLine acquisitions, and a 2.2 percent rental rate increase and ii) a 20.7 percent increase in sales of rental equipment.

On the pro forma basis including the standalone, pre-acquisition results of NES, Neff, BakerCorp and BlueLine, equipment rental revenue increased 10.5 percent year-over-year, primarily reflecting a 6.9 percent increase in the volume of OEC on rent and a 2.6 percent rental rate increase.

We believe that the increases in the volume of OEC on rent and rental rates reflect improving demand in many of our core markets.

Sales of rental equipment increased primarily due to increased volume, driven by a significantly larger fleet size, in a strong used equipment market.

Average OEC for the year ended December 31, 2018 increased 20.3 percent year-over-year.

The increase in average OEC includes the impact of the NES, Neff, BakerCorp and BlueLine acquisitions.

Revenue Recognition.

For instance, continuing the

Acquisition Accounting.

Rental equipment is valued utilizing either a cost, market or income approach, or a combination of certain of these methods, depending on the asset being valued and the availability of market or income data.

The estimated fair values of these intangible assets reflect various assumptions about discount rates, revenue growth rates, operating margins, terminal values, useful lives and other prospective financial information.

Determining the fair value of the assets and liabilities acquired is judgmental in nature and can involve the use of significant estimates and assumptions.

The judgments made in determining the estimated fair value assigned to the assets acquired, as well

as the estimated life of the assets, can materially impact net income in periods subsequent to the acquisition through depreciation and amortization, and in certain instances through impairment charges, if the asset becomes impaired in the future.

As discussed below, we regularly review for impairments.

As discussed in note 4 to the consolidated financial statements, in July 2018, we completed the acquisition of BakerCorp, which added 11 European locations to our branch network.

The European locations are in our Fluid Solutions Europe reporting unit.

All of the assets in the Fluid Solutions Europe reporting unit were acquired in the BakerCorp acquisition.

As all of the assets in the Fluid Solutions Europe reporting unit were recorded at fair value as of the July 2018 acquisition date, we expected the percentage by which the Fluid Solutions Europe reporting unit’s fair value exceeded its carrying value to be significantly less than the equivalent percentages determined for our other reporting units.

In support of our review for indicators of impairment, we perform a review of all assets at the district level relative to district performance.

We also review the financial performance of our rental equipment.

Income Taxes.

| Interest expense-subordinated convertible debentures | — | | | | — | | | | — | | | | — | | | | 3 | | |

In addition, our size gives us greater purchasing power, the ability to provide customers with a broader range of equipment and services, the ability to provide customers with equipment that is more consistently well-maintained and therefore more productive and reliable, and the ability to enhance the earning potential of our assets by transferring equipment among branches to satisfy customer needs.

Net income.

We expect to meaningfully benefit from the Act in future periods, primarily due to the impact of the lower U.S. federal tax rate.

EBITDA GAAP Reconciliations.

The EBITDA decrease primarily reflects decreased profit from equipment rentals and sales of rental equipment, and the impact of the merger credit recognized during the year ended December 31, 2015 associated with a decline in the fair value of the contingent cash consideration component of the National Pump purchase price due to lower than expected financial performance compared to agreed upon financial targets.

The adjusted EBITDA decrease primarily reflects decreased profit from equipment rentals and sales of rental equipment.

The decrease in the EBITDA margin primarily reflects decreased margins from equipment rentals and the impact of the National Pump merger credit recognized during the year ended December 31, 2015.

The decrease in the adjusted EBITDA margin primarily reflects decreased margins from equipment rentals.

Revenues.

| Time utilization (2) | 69.1 | | % | | 67.6 | | % | | | | | | 150 bps | | |

2016 total revenues of $5.8 billion decreased 0.9 percent compared with 2015.

The revenue decrease primarily reflects a 7.8 percent decrease in sales of rental equipment due primarily to a decrease in the volume of equipment sold through wholesale channels.

Rental revenue decreased 0.2 percent, primarily due to a 2.2 percent rental rate decrease, partially offset by a 3.1 percent increase in the volume of OEC on rent, which included the adverse impact of currency.

Excluding the adverse impact from currency, rental revenue would have increased 0.2 percent year-over-year.

Revenue Recognition.

Costs we incur in connection with refurbishment programs that extend the life of our equipment are capitalized and amortized over the remaining useful life of the equipment.

The costs incurred under these refurbishment programs were $10, $18 and $30 for the years ended December 31, 2017, 2016 and 2015, respectively, and are included in purchases of rental equipment in our consolidated statements of cash flows.

Acquisition Accounting.

Application of the goodwill impairment test requires

Given the relatively small percent by which the Pump Solutions reporting unit’s fair value exceeded its carrying amount, we further tested the Pump Solution reporting unit for impairment by performing a sensitivity test that included a reduction in the long-term growth rate and an increase in the discount rate.

The Pump Solutions reporting unit passed step one of the goodwill impairment test under the sensitivity test.

We continue to monitor the Pump Solutions reporting unit for impairment, and the Pump Solution reporting unit’s operating results improved significantly in 2017, as evidenced in its fair value exceeding its carrying value by 62 percent in the goodwill impairment test that was conducted as of October 1, 2017.

Impairment of Long-lived Assets (Excluding Goodwill).

Income Taxes.

We expect to meaningfully benefit from its enactment in future periods.

Legal Contingencies.

The Pump Solutions region is primarily comprised of locations acquired in the April 2014 National Pump acquisition.

| Equipment rentals | $ | 4,241 | | | $ | 708 | | | $ | 4,949 | |

| Total revenue | $ | 5,032 | | | $ | 785 | | | $ | 5,817 | |

Equipment rentals.

2016 equipment rentals of $4.9 billion decreased $8, or 0.2 percent, as compared to 2015.

The equipment rentals decrease was primarily due to a 2.2 percent rental rate decrease, partially offset by a 3.1 percent increase in the volume of OEC on rent, which included the adverse impact of currency.

Excluding the adverse impact from currency, rental revenue would have increased 0.2 percent year-over-year.

General rentals equipment rentals decreased $75, or 1.8 percent, as compared to 2015, primarily reflecting decreased rental rates partially offset by a 2.9 percent increase in the volume of OEC on rent, which included the adverse impact of currency.

Trench, power and pump equipment rentals increased $67, or 9.5 percent, primarily reflecting increased average OEC.

Trench, power and pump average OEC for 2016 increased 6.7 percent as compared to 2015.

Sales of rental equipment.

2017

2016 sales of rental equipment of $496 decreased slightly from 2015.

[removed: Report] [added: Report] of Independent Registered Public Accounting [removed: Firm][added: Firm]

[removed: Opinion] [added: Opinion] on the Financial [removed: Statements][added: Statements]

We have audited the accompanying consolidated balance sheets of United [removed: Rentals] [added: Rentals,] Inc. (“the Company”) as of December 31, [removed: 2017] [added: 2018] and [removed: 2016,] [added: 2017,] and the related consolidated statements of income, comprehensive income, stockholders' equity and cash flows for each of the three years in the period ended December 31, [removed: 2017,] [added: 2018,] and the related notes and the financial statement schedule listed in the Index at Item 15(a) (collectively referred to as the [removed: “financial] [added: “consolidated financial] statements”).

In our opinion, the [added: consolidated] financial statements referred to above present fairly, in all material respects, the consolidated financial position of the Company at December 31, [removed: 2017] [added: 2018] and [removed: 2016,] [added: 2017,] and the consolidated results of its operations and its cash flows for each of the three years in the period ended December 31, [removed: 2017,] [added: 2018,] in conformity with U.S. generally accepted accounting principles.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of December 31, [removed: 2017,] [added: 2018,] based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) and our report dated January [removed: 24, 2018] [added: 23, 2019] expressed an unqualified opinion thereon.

[removed: Basis of Opinion][added: Basis for Opinion]

We conducted our [removed: audit] [added: audits] in accordance with the standards of the PCAOB.

[removed: UNITED] [added: UNITED] RENTALS, [removed: INC.][added: INC.]

[removed: CONSOLIDATED] [added: CONSOLIDATED] BALANCE [removed: SHEETS][added: SHEETS]

[removed: (In] [added: (In] millions, except share [removed: data)][added: data)]

| | [removed: December 31,] [added: December 31,] | | | | | | |

| | [removed: 2017] [added: 2018] | | | | [removed: 2016] [added: 2017] | | | [added: | 2016 | | |]

| [removed: ASSETS] [added: ASSETS] | | | | | | | |

| Cash and cash equivalents | $ | [removed: 352] [added: 43] | | | $ | [removed: 312] [added: 352] | |

| Accounts receivable, net of allowance for doubtful accounts of [removed: $68] [added: $93] at December 31, [removed: 2017] [added: 2018] and [removed: $54] [added: $68] at December 31, [removed: 2016] [added: 2017] | [removed: 1,233] [added: 1,545] | | | | [removed: 920] [added: 1,233] | | |

[removed: | Inventory | 75 | | | | 68 | | |][added: Inventory]

| Prepaid expenses and other assets | [removed: 112] [added: 64] | | | | [removed: 61] [added: 112] | | |

| Total current assets | [removed: 1,772] [added: 1,761] | | | | [removed: 1,361] [added: 1,772] | | |

| Rental equipment, net | [removed: 7,824] [added: 9,600] | | | | [removed: 6,189] [added: 7,824] | | |

| Property and equipment, net | [removed: 467] [added: 614] | | | | [removed: 430] [added: 467] | | |

| Goodwill | [removed: 4,082] [added: 5,058] | | | | [removed: 3,260] [added: 4,082] | | |

| Other intangible assets, net | [removed: 875] [added: 1,084] | | | | [removed: 742] [added: 875] | | |

| Other long-term assets | [removed: 10] [added: 16] | | | | [removed: 6] [added: 10] | | |

| [removed: Total assets] [added: Total assets] | [removed: $] [added: $] | [removed: 15,030] [added: 18,133] | | | [removed: $] [added: $] | [removed: 11,988] [added: 15,030] | |

| [removed: LIABILITIES] [added: LIABILITIES] AND STOCKHOLDERS’ [removed: EQUITY] [added: EQUITY] | | | | | | | |

| Short-term debt and current maturities of long-term debt | $ | [removed: 723] [added: 903] | | | $ | [removed: 597] [added: 723] | |

| Accounts payable | [removed: 409] [added: 536] | | | | [removed: 243] [added: 409] | | |

| Accrued expenses and other liabilities | [removed: 536] [added: 677] | | | | [removed: 344] [added: 536] | | |

| Total current liabilities | [removed: 1,668] [added: 2,116] | | | | [removed: 1,184] [added: 1,668] | | |

| Long-term debt | [removed: 8,717] [added: 10,844] | | | | [removed: 7,193] [added: 8,717] | | |

| Deferred taxes | [removed: 1,419] [added: 1,687] | | | | [removed: 1,896] [added: 1,419] | | |

| Other long-term liabilities | [removed: 120] [added: 83] | | | | [removed: 67] [added: 120] | | |

| [removed: Total liabilities] [added: Total liabilities] | [removed: 11,924] [added: 14,730] | | | | [removed: 10,340] [added: 11,924] | | |

| Common stock—$0.01 par value, 500,000,000 shares authorized, [removed: 112,394,395] [added: 112,907,209] and [removed: 84,463,662] [added: 79,872,956] shares issued and outstanding, respectively, at December 31, [removed: 2017] [added: 2018] and [removed: 111,985,215] [added: 112,394,395] and [removed: 84,222,042] [added: 84,463,662] shares issued and outstanding, respectively, at December 31, [removed: 2016] [added: 2017] | 1 | | | | 1 | | |

| Additional paid-in capital | [removed: 2,356] [added: 2,408] | | | | [removed: 2,288] [added: 2,356] | | |

| Retained earnings | [removed: 3,005] [added: 4,101] | | | | [removed: 1,654] [added: 3,005] | | |

| Treasury stock at [removed: cost—27,930,733] [added: cost—33,034,253] and [removed: 27,763,173] [added: 27,930,733] shares at December 31, [removed: 2017] [added: 2018] and December 31, [removed: 2016,] [added: 2017,] respectively | [removed: (2,105] [added: (2,870] | | ) | | [removed: (2,077] [added: (2,105] | | ) |

| Accumulated other comprehensive loss | [removed: (151] [added: (237] | | ) | | [removed: (218] [added: (151] | | ) |

| [removed: Total] [added: Total] stockholders’ [removed: equity] [added: equity] | [removed: 3,106] [added: 3,403] | | | | [removed: 1,648] [added: 3,106] | | |

| [removed: Total] [added: Total] liabilities and stockholders’ [removed: equity] [added: equity] | [removed: $] [added: $] | [removed: 15,030] [added: 18,133] | | | [removed: $] [added: $] | [removed: 11,988] [added: 15,030] | |

| Inventory | 109 | | | | 75 | | |

| Balance at December 31, 2017 | 84 | | | $ | 1 | | | $ | 2,356 | | | $ | 3,005 | | | 28 | | | $ | (2,105 | ) | | $ | (151 | ) |

| Balance at December 31, 2018 | 80 | | | $ | 1 | | | $ | 2,408 | | | $ | 4,101 | | | 33 | | | $ | (2,870 | ) | | $ | (237 | ) |

| Gain on insurance proceeds from damaged equipment | (22 | | ) | | (21 | | ) | | (12 | | ) |

| Insurance proceeds from damaged equipment | 22 | | | | 21 | | | | 12 | | |

1.

As discussed in note 4 to the consolidated financial statements, with the recently completed acquisition of BakerCorp International Holdings, Inc. (“BakerCorp”), which added 11 European locations in France, Germany, the United Kingdom and the Netherlands to our branch network, we entered into select European markets.

2.

The estimated fair values of these intangible assets reflect various assumptions about discount rates, revenue growth rates, operating margins, terminal values, useful lives and other prospective financial information.

Determining the fair value of the assets and liabilities acquired is judgmental in nature and can involve the use of significant estimates and assumptions.

The judgments made in determining the estimated fair value assigned to the assets acquired, as well as the estimated life of the assets, can materially impact net income in periods subsequent to the acquisition through depreciation and amortization, and in certain instances through impairment charges, if the asset becomes impaired in the future.

As discussed below, we regularly review for impairments.

Our goodwi

As discussed in note 4 to the consolidated financial statements, in July 2018, we completed the acquisition of BakerCorp, which added 11 European locations to our branch network.

The European locations are in our Fluid Solutions Europe reporting unit.

All of the assets in the Fluid Solutions Europe reporting unit were acquired in the BakerCorp acquisition.

As all of the assets in the Fluid Solutions Europe reporting unit were recorded at fair value as of the July 2018 acquisition date, we expected the percentage by which the Fluid Solutions Europe reporting unit’s fair value exceeded its carrying value to be significantly less than the equivalent percentages determined for our other reporting units.

The trade names and associated trademarks are being amortized using the sum of the years' digits method over initial periods of approximately 5 years.

As discussed in note 3 to our consolidated financial statements, in 2018, we adopted updated FASB revenue recognition guidance ("Topic 606").

The accounting for the significant types of revenue that are accounted for under Topic 840 is discussed below.

Revenues from contracts with customers (Topic 606)

The accounting for the significant types of revenue that are accounted for under Topic 606 is discussed below.

See note 3 to our consolidated financial statements for further discussion of our revenue accounting.

Differences between tax

The Tax Act reduced the U.S. federal statutory tax rate from 35 percent to 21 percent and the year ended December 31, 2018 reflects the decreased tax rate.

We have historically considered the undistributed earnings of our foreign subsidiaries to be indefinitely reinvested, and, accordingly, no taxes have been provided on such earnings.

We continue to evaluate our plans for reinvestment or repatriation of unremitted foreign earnings and have not changed our previous indefinite reinvestment determination following the enactment of the Tax Act.

We have not repatriated funds to the U.S. to satisfy domestic liquidity needs, nor do we anticipate the need to do so.

The Tax Act requires a one-time transition tax for deemed repatriation of accumulated undistributed earnings of certain foreign investments.

As of December 31, 2018, we have computed a transition tax amount payable of $62, of which $14 was included in other long-term liabilities on our consolidated balance sheet (we expect to settle the remaining payable amount by applying an overpayment of federal taxes).

We regularly review our cash positions and our determination of permanent reinvestment of foreign earnings.

If we determine that all or a portion of such foreign earnings are no longer indefinitely reinvested, we may be subject to additional foreign withholding taxes and U.S. state income taxes, beyond the Tax Act's one-time transition tax.

Concentration of credit risk with respect to receivables is limited because a large number of geographically diverse customers makes up our customer base (see note 3 to our consolidated financial statements for further detail).

We recognize forfeitures of stock-based compensation as they occur.

We expect to use the package of practical expedients that allows us to not reassess: (1) whether any expired or existing contracts are or contain leases, (2)

lease classification for any expired or existing leases and (3) initial direct costs for any expired or existing leases.

We additionally expect to use the practical expedient that allows lessees to treat the lease and non-lease components of leases as a single lease component.

We will adopt this guidance at the adoption date of January 1, 2019, using the transition method that allows us to initially apply Topic 842 as of January 1, 2019 and recognize a cumulative-effect adjustment to the opening balance of retained earnings in the period of adoption.

We do not expect to recognize a material adjustment to retained earnings upon adoption.

See note 3 to the consolidated financial statements for a discussion of our revenue accounting (such discussion addresses our lease revenues).

January 24, 2018

| Balance at January 1, 2015 | 98 | | | $ | 1 | | | $ | 2,168 | | | $ | 503 | | | 10 | | | $ | (802 | ) | | $ | (74 | ) |

(1)Reflects amortization of the original issue discount on the 4 percent Convertible Senior Notes and the conversion of all outstanding 4 percent Convertible Senior Notes.

| Balance at December 31, 2015 | 92 | | | $ | 1 | | | $ | 2,197 | | | $ | 1,088 | | | 20 | | | $ | (1,560 | ) | | $ | (250 | ) |

| Payment of contingent consideration | — | | | | — | | | | (52 | | ) |

| Cash received in connection with the 4 percent Convertible Senior Notes and related hedge, net | — | | | | — | | | | 3 | | |

| Excess tax benefits from share-based payment arrangements | — | | | | 58 | | | | 5 | | |

1.

2.

Given the relatively small percent by which the Pump Solutions reporting unit’s fair value exceeded its carrying amount, we further tested the Pump Solution reporting unit for impairment by performing a sensitivity test that included a reduction in the long-term growth rate and an increase in the discount rate.

The Pump Solutions reporting unit passed step one of the goodwill impairment test under the sensitivity test.

We continue to monitor the Pump Solutions reporting unit for impairment, and the Pump Solution reporting unit’s operating results improved significantly in 2017, as evidenced in its fair value exceeding its carrying value by 62 percent in the goodwill impairment test that was conducted as of October 1, 2017.

As discussed below (see "New Accounting Pronouncements-Revenue from Contracts with Customers"), we expect to adopt updated FASB revenue recognition guidance ("Topic 606") on January 1, 2018.

We had deferred revenue of $38 and $33 as of December 31, 2017 and 2016, respectively.

Sales tax amounts collected from customers are recorded on a net basis.

We expect to meaningfully benefit from its enactment in future periods.

Leases.

We expect to adopt this guidance when effective.

We expect that the quantification of the amount of the lease assets and lease liabilities that we will recognize on our balance sheet will take a significant amount of time given the size of our lease portfolio.

While our review of the lessee accounting requirements of Topic 842 is ongoing, we believe that the impact on our balance sheet, while not currently estimable, will be significant.

to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services.

While our review of our revenue accounting is ongoing, we do not believe that Topic 606 will have a significant impact on our financial statements.

Under Topic 606, entities are required to disaggregate revenue into categories that depict how the nature, amount, timing and uncertainty of revenue and cash flows are affected by economic factors.

See above (“Revenue Recognition”) for the disaggregation of our revenue under the accounting standards in effect for each of the three years in the period ended December 31, 2017.

Upon adoption of Topic 606, we expect to disaggregate our revenues consistently with the disaggregation reflected above.

We are evaluating the Topic 606 disclosure requirements, beyond the requirement to disaggregate revenue.

As discussed above, we expect to adopt Topic 842, an update to Topic 840, when it becomes effective, on January 1, 2019 and we have tentatively concluded that it will not have a significant impact on our revenue accounting.

Statement of Cash Flows.

The guidance will be effective for fiscal years and interim periods beginning after December 15, 2017.

The guidance requires retrospective adoption.

Measurement of Credit Losses on Financial Instruments.

Intra-Entity Transfers of Assets Other Than Inventory.

The guidance will be effective for fiscal years and interim periods beginning after December 15, 2017.

The guidance requires modified retrospective adoption.

The guidance will be effective for fiscal years and interim periods beginning after December 15, 2017.

We expect to adopt this guidance when effective.

This guidance requires prospective adoption and will be effective for fiscal years and interim periods beginning after December 15, 2017.

The majority of our modifications relate to the acceleration of vesting conditions and we would continue to be required to account for the effects of such modifications under the updated guidance.

We expect to adopt this guidance when effective, and do not expect that this guidance will have a significant impact on our financial statements.

The guidance will be effective for fiscal years and interim periods beginning after December 15, 2018, and early adoption is permitted.

[removed: Evaluation] [added: Evaluation] of Disclosure Controls and [removed: Procedures][added: Procedures]

The Company’s management carried out an evaluation, under the supervision and with participation of our Chief Executive Officer and Chief Financial Officer, of the effectiveness of our disclosure controls and procedures, as defined in Rules 13a–15(e) and 15d–15(e) of the Exchange Act, as of December 31, [removed: 2017.][added: 2018.]

Based on the evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that the Company’s disclosure controls and procedures were effective as of December 31, [removed: 2017.][added: 2018.]

[removed: Management’s] [added: Management’s] Annual Report on Internal Control over Financial [removed: Reporting][added: Reporting]

Under the supervision of our Chief Executive Officer and Chief Financial Officer, our management assessed the effectiveness of the Company’s internal control over financial reporting as of December 31, [removed: 2017.][added: 2018.]

In making this assessment, management used the criteria set forth in [removed: Internal] [added: *Internal] Control—Integrated [removed: Framework] [added: Framework*] (2013 framework) issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”).

Based on this assessment, our management has concluded that the Company’s internal control over financial reporting was effective as of December 31, [removed: 2017.][added: 2018.]

[removed: Report] [added: Report] of Independent Registered Public Accounting [removed: Firm][added: Firm]

To [added: the] Stockholders and the Board of Directors of United Rentals, Inc.

[removed: Opinion] [added: Opinion] on Internal Control over Financial [removed: Reporting][added: Reporting]

We have audited United [removed: Rentals] [added: Rentals,] Inc.’s internal control over financial reporting as of December 31, [removed: 2017,] [added: 2018,] based on [removed: the] criteria established in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria).

In our opinion, United Rentals, Inc. [removed: (“The Company’)] [added: (the “Company”)] maintained, in all material respects, effective internal control over financial reporting as of December 31, [removed: 2017,] [added: 2018,] based on the COSO criteria.

We [removed: have] also [added: have] audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, [removed: 2017] [added: 2018] and [removed: 2016,] [added: 2017,] and the related consolidated statements of income, comprehensive income, [removed: stockholder’s] [added: stockholders’] equity and cash flows for each of the three years in the period ended December 31, [removed: 2017] [added: 2018] of the Company and our report dated January [removed: 24, 2018] [added: 23, 2019] expressed an unqualified opinion thereon.

[removed: Basis] [added: Basis] for [removed: Opinion][added: Opinion]

We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities [added: and] Exchange Commission and the PCAOB.

[removed: Definition] [added: Definition] and Limitations of Internal Control Over Financial [removed: Reporting][added: Reporting]

[removed: Changes] [added: Changes] in Internal Control over Financial [removed: Reporting][added: Reporting]

There were no changes in our internal control over financial reporting during the quarter ended December 31, [removed: 2017] [added: 2018] that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

January 23, 2019

January 24, 2018

[removed: PART III][added: PART III]

The information required by this Item is incorporated by reference to the applicable information in our Proxy Statement related to the [removed: 2018] [added: 2019] Annual Meeting of Stockholders (the [removed: “2018] [added: “2019] Proxy Statement”), which is expected to be filed with the SEC on or before March [removed: 27, 2018.][added: 26, 2019.]

The information required by this Item is incorporated by reference to the applicable information in the [removed: 2018] [added: 2019] Proxy Statement, which is expected to be filed with the SEC on or before March [removed: 27, 2018.][added: 26, 2019.]

The information required by this Item is incorporated by reference to the applicable information in the [removed: 2018] [added: 2019] Proxy Statement, which is expected to be filed with the SEC on or before March [removed: 27, 2018.][added: 26, 2019.]

The information required by this Item is incorporated by reference to the applicable information in the [removed: 2018] [added: 2019] Proxy Statement, which is expected to be filed with the SEC on or before March [removed: 27, 2018.][added: 26, 2019.]

The information required by this Item is incorporated by reference to the applicable information in the [removed: 2018] [added: 2019] Proxy Statement, which is expected to be filed with the SEC on or before March [removed: 27, 2018.][added: 26, 2019.]

[removed: PART IV][added: PART IV]

United Rentals, Inc. Consolidated Balance Sheets at December 31, [removed: 2017] [added: 2018] and [removed: 2016][added: 2017]

United Rentals, Inc. Consolidated Statements of Income for the years ended December 31, [removed: 2017, 2016] [added: 2018, 2017] and [removed: 2015][added: 2016]

United Rentals, Inc. Consolidated Statements of Comprehensive Income for the years ended December 31, [removed: 2017, 2016] [added: 2018, 2017] and [removed: 2015][added: 2016]

United Rentals, Inc. Consolidated Statements of Stockholders' Equity for the years ended December [removed: 2017, 2016] [added: 2018, 2017] and [removed: 2015][added: 2016]

United Rentals, Inc. Consolidated Statements of Cash Flows for the years ended December 31, [removed: 2017, 2016] [added: 2018, 2017] and [removed: 2015][added: 2016]

| [removed: Exhibit Number] [added: Exhibit Number] | | | [removed: Description] [added: Description] of [removed: Exhibit] [added: Exhibit] |

| [removed: Exhibit Number] [added: Exhibit Number] | | | [removed: Description] [added: Description] of [removed: Exhibit] [added: Exhibit] |

| 4 | | (b) | [Indenture for the 5 3/4 percent Notes due 2024, dated as of March 26, 2014, among United Rentals (North America), Inc., United Rentals, Inc., United Rentals (North America), Inc.’s subsidiaries named therein and Wells Fargo Bank, National Association, as Trustee (including [removed: the Form] [added: form] of [removed: 2024 Note)] [added: note)] (incorporated by reference to Exhibit 4.1 of the United Rentals, Inc. and United Rentals (North America), Inc. Report on Form 8-K filed on March 26, 2014)](http://www.sec.gov/Archives/edgar/data/1047166/000110465914022967/a14-7870_6ex4d1.htm) |

| 4 | | (c) | [Indenture for the 4 5/8 percent Notes due 2023, dated as of March 26, 2015, among United Rentals (North America), Inc. (the “Company”), United Rentals, Inc., the Company’s subsidiaries named therein and Wells Fargo Bank, National Association, as Trustee and Notes Collateral Agent (including [removed: the Form] [added: form] of [removed: 2023 Note)] [added: note)] (incorporated by reference to Exhibit 4.1 of the United Rentals, Inc. Report on Form 8-K filed on March 26, 2015)](http://www.sec.gov/Archives/edgar/data/1047166/000110465915023091/a15-7669_1ex4d1.htm) |

| 4 | | (d) | [Indenture for the 5 1/2 percent Notes due 2025, dated as of March 26, 2015, among United Rentals (North America), Inc. (the “Company”), United Rentals, Inc., the Company’s subsidiaries named therein and Wells Fargo Bank, National Association, as Trustee (including [removed: the Form] [added: form] of [removed: 2025 Note)] [added: note)] (incorporated by reference to Exhibit 4.2 of the United Rentals, Inc. Report on Form 8-K filed on March 26, 2015)](http://www.sec.gov/Archives/edgar/data/1047166/000110465915023091/a15-7669_1ex4d2.htm) |

| 4 | | (e) | [Indenture for the 5 7/8 percent Notes due 2026, dated as of May 13, 2016, among United Rentals (North America), Inc. (the “Company”), United Rentals, Inc., the Company’s subsidiaries named therein and Wells Fargo Bank, National Association, as Trustee (including [removed: the Form] [added: form] of [removed: 2026 Note)] [added: note)] (incorporated by reference to Exhibit 4.1 of the United Rentals, Inc. Report on Form 8-K filed on May 13, 2016)](http://www.sec.gov/Archives/edgar/data/1047166/000110465916120914/a16-10962_1ex4d1.htm) |

| 4 | | (f) | [Indenture for the 5 1/2 percent Notes due 2027, dated as of November 7, 2016, among United Rentals (North America), Inc. (the “Company”), United Rentals, Inc., the Company’s subsidiaries named therein and Wells Fargo Bank, National Association, as Trustee (including [removed: the Form] [added: form] of [removed: 2027 Note)] [added: note)] (incorporated by reference to Exhibit 4.1 of the United Rentals, Inc. Report on Form 8-K filed on November 7, 2016)](http://www.sec.gov/Archives/edgar/data/1047166/000104746916016559/a2230212zex-4_1.htm) |

| 4 | | (g) | [Indenture for the 4 7/8 percent Notes due 2028, dated as of August 11, 2017, among United Rentals (North America), Inc. (the “Company”), United Rentals, Inc., the Company’s subsidiaries named therein and Wells Fargo Bank, National Association, as Trustee (including [removed: the Form] [added: form] of [removed: 2028 Note)] [added: note)] (incorporated by reference to Exhibit 4.1 of the United Rentals, Inc. Report on Form 8-K filed on August 11, 2017)](http://www.sec.gov/Archives/edgar/data/1047166/000110465917051370/a17-19891_1ex4d1.htm) |

| 4 | | (h) | [Indenture for the 4 5/8 percent Notes due 2025, dated as of September 22, 2017, among United Rentals (North America), Inc. (the “Company”), United Rentals, Inc., the Company’s subsidiaries named therein and Wells Fargo Bank, National Association, as Trustee (including [removed: the Form] [added: form] of [removed: 2025 Note)] [added: note)] (incorporated by reference to Exhibit 4.1 of the United Rentals, Inc. Report on Form 8-K filed on September 22, 2017)](http://www.sec.gov/Archives/edgar/data/1047166/000110465917058485/a17-22401_1ex4d1.htm) |

| 4 | | (i) | [Indenture for the 4 7/8 percent Notes due 2028, dated as of September 22, 2017, among United Rentals (North America), Inc. (the “Company”), United Rentals, Inc., the Company’s subsidiaries named therein and Wells Fargo Bank, National Association, as Trustee (including [removed: the Form] [added: form] of [removed: 2028 Note)] [added: note)] (incorporated by reference to Exhibit 4.2 of the United Rentals, Inc. Report on Form 8-K filed on September 22, 2017)](http://www.sec.gov/Archives/edgar/data/1047166/000110465917058485/a17-22401_1ex4d2.htm) |

| [removed: Exhibit Number] [added: Exhibit Number] | | | [removed: Description] [added: Description] of [removed: Exhibit] [added: Exhibit] |

| 10 | | [removed: (i)] [added: (s)] | [Form of United Rentals, Inc. Restricted Stock Unit Agreement for Senior Management; effective for grants [removed: of awards] beginning in 2015 (incorporated by reference to Exhibit 10(h) on Form 10-Q for the quarter ended March 31, 2015)‡](http://www.sec.gov/Archives/edgar/data/1047166/000106770115000012/uri-3312015xex10h.htm) |

| 10 | | [removed: (j)] [added: (q)] | [Form of United Rentals, Inc. [removed: 2015] Performance-Based Restricted Stock Unit Agreement for Senior [removed: Management] [added: Management; effective for grants beginning in 2015] (incorporated by reference to Exhibit 10(i) on Form 10-Q for the quarter ended March 31, 2015)‡](http://www.sec.gov/Archives/edgar/data/1047166/000106770115000012/uri-3312015xex10i.htm) |

| 10 | | [removed: (k)] [added: (i)] | [Form of United Rentals, Inc. 2010 Long-Term Incentive Plan Director Restricted Stock Unit Agreement (incorporated by reference to Exhibit 10(b) of the United Rentals, Inc. Report on Form 10-Q for the quarter ended June 30, 2010)‡](http://www.sec.gov/Archives/edgar/data/1047166/000119312510161856/dex10b.htm) |

| 10 | | [removed: (l)] [added: (p)] | [Form of United Rentals, Inc. [removed: 2010 Long Term Incentive Plan Restricted] Stock [removed: Unit] [added: Option] Agreement [removed: (Performance-Based)] [added: for Senior Management, effective for grants of awards beginning in 2010] (incorporated by reference to Exhibit [removed: 10(a)] [added: 10(d)] of the United Rentals, Inc. Report on Form 10-Q for the quarter ended March 31, [removed: 2011)‡](http://www.sec.gov/Archives/edgar/data/1047166/000119312511102380/dex10a.htm)] [added: 2010)‡](http://www.sec.gov/Archives/edgar/data/1047166/000119312510088964/dex10d.htm)] |

| 10 | | [removed: (m)] [added: (j)] | [United Rentals, Inc. Restricted Stock Unit Deferral Plan, as amended and restated, effective December 16, 2008 (incorporated by reference to Exhibit 10.3 of the United Rentals, Inc. Report on Form 8-K, Commission File No. 001-14387, filed on December 19, 2008)‡](http://www.sec.gov/Archives/edgar/data/1047166/000101905608001457/ex10_3.htm) |

| 10 | | [removed: (n)] [added: (k)] | [Amendment Number One to the United Rentals, Inc. Restricted Stock Unit Deferral Plan, as amended and restated, effective December 16, 2008 (incorporated by reference to Exhibit 10(p) of the United Rentals, Inc. Annual Report on Form 10-K for the year ended December 31, 2010)‡](http://www.sec.gov/Archives/edgar/data/1047166/000119312511020326/dex10p.htm) |

| 10 | | [removed: (o)] [added: (l)] | [Form of United Rentals, Inc. Restricted Stock Unit Agreement for Senior Management (incorporated by reference to Exhibit 10(b) of the United Rentals, Inc. Report on Form 10-Q for the quarter ended June 30, 2006, Commission File No. 001-14387)‡](http://www.sec.gov/Archives/edgar/data/1047166/000119312506164103/dex10b.htm) |

| 10 | | [removed: (p)] [added: (o)] | [Form of United Rentals, [removed: Inc., Restricted] [added: Inc.] Stock [removed: Unit] [added: Option] Agreement for Senior [removed: Management, effective for grants of awards beginning in 2010] [added: Management] (incorporated by reference to Exhibit [removed: 10(e)] [added: 10.4] of the United Rentals, Inc. Report on Form 10-Q for the quarter ended [removed: March 31, 2010)‡](http://www.sec.gov/Archives/edgar/data/1047166/000119312510088964/dex10e.htm)] [added: June 30, 2009)‡](http://www.sec.gov/Archives/edgar/data/1047166/000119312509158282/dex104.htm)] |

| 10 | | [removed: (q)] [added: (m)] | [Form of United Rentals, Inc. Restricted Stock Unit Agreement for Non-Employee Directors (incorporated by reference to Exhibit 10(c) of the United Rentals, Inc. Report on Form 10-Q for the quarter ended June 30, 2006, Commission File No. 001-14387)‡](http://www.sec.gov/Archives/edgar/data/1047166/000119312506164103/dex10c.htm) |

| 10 | | [removed: (r)] [added: (n)] | [Form of United Rentals, Inc. Restricted Stock Unit Agreement for Non-Employee Directors (incorporated by reference to United Rentals, Inc. Report on Form 10-Q for the quarter ended June 30, 2017)](http://www.sec.gov/Archives/edgar/data/1047166/000106770117000022/uri-6302017xex10a.htm) |

| 10 | | [removed: (s)] [added: (gg)] | [removed: [Form] [added: [Employment Agreement, dated as] of [added: March 12, 2010, between] United Rentals, Inc. [removed: Stock Option Agreement for Senior Management] [added: and Matthew Flannery] (incorporated by reference to Exhibit [removed: 10.4] [added: 10(b)] of the United Rentals, Inc. Report on Form 10-Q for the quarter ended [removed: June 30, 2009)‡](http://www.sec.gov/Archives/edgar/data/1047166/000119312509158282/dex104.htm)] [added: March 31, 2010)‡](http://www.sec.gov/Archives/edgar/data/1047166/000119312510088964/dex10b.htm)] |